<PAGE>
.
.
.
Exhibit 10.14
BASIC LEASE INFORMATION
<TABLE>
<S>
<C>
DATE:
November 27, 2006
LANDLORD:
2319 HAMDEN CENTER I, L.L.C.
TENANT:
TRANSACT TECHNOLOGIES INCorporated
BUILDING:
One Hamden Center
2319 Whitney Avenue
Hamden, CT 06518
PREMISES:
ONE HAMDEN CENTER
2319 WHITNEY AVENUE, SUITE 3-B (11,075 RSF)
HAMDEN, CONNECTICUT
USE:
General Office Use
LEASE TERM:
One Hundred and Twenty (120) months
COMMENCEMENT DATE: Later of April 23, or date
of "Substantial Completion" of
Tenant Improvements (See Lease Section 2)
BASE RENT:
Month Monthly
Rent Annual
Rent
------
------------
-----------
1-24 $11,666.67
$140,000.00
25-48 $13,500.00
$162,000.00
49-60 $17,073.96
$204,887.50
61-72 $17,996.88
$215,962.50
73-96 $18,919.79
$227,037.50
97-120
$19,611.98
$235,343.75
BASE YEAR:
2007
TENANT'S PERCENTAGE
SHARE:
9.86%
SECURITY DEPOSIT: $ NONE
BROKERS:
CB Richard Ellis- NE Partners, L.P. and Press Cuozzo
Realtors
CONTRACT MANAGER: MCR Property
Management, Inc.
ADDRESS FOR NOTICES: LANDLORD: One Hamden Center
2319 Whitney Avenue, Suite 1A
Hamden, Connecticut 06518
TENANT: 7 Laser
Lane
Wallingford, CT 06492
TENANT IMPROVEMENTS: See Lease Section 7(b) $276,875.00 maximum
allowance
EXHIBITS:
Exhibits A, A-1, B, B-1, B-2, C, D, E, F, and G
INITIALS:
-----------------------------
---------------------------
LANDLORD
TENANT
</TABLE>
<PAGE>
THIS
LEASE, which is effective as of the date set forth in the Basic
Lease
Information, is entered into by Landlord and Tenant, as set forth
in the Basic
Lease Information. Terms which are capitalized in this Lease and
are not
expressly defined herein shall have the meanings set forth in the
Basic Lease
Information.
1. PREMISES. Landlord leases to Tenant, and Tenant leases from
Landlord, the
Premises described in the Basic Lease Information, which Premises
are more
particularly shown on Exhibit A, together with the right in common
to use the
Common Areas of the Building and the land (as described on Exhibit
A-1) upon
which the Building is located (the "Property").The Common Areas
shall mean the
areas and facilities within the Building and the Property provided
and
designated by Landlord for the general use, convenience or benefit
of Tenant and
other tenants and occupants of the Building, (including, without
limitation,
common entrances and hallways, restrooms, trash disposal
facilities, janitorial,
telephone and electrical closets and landscaping walks, the parking
garage,
other unreserved parking areas, and drives).
Subject to prior rights of existing tenants as more particularly
set forth
on Exhibit E, Tenant shall have a right of first offer to lease
additional
adjacent space on the third floor of the building in which the
Premises are
located on the same terms as herein provided, except that any
Tenant Improvement
allowance shall be prorated at the rate of $2.50 per rentable
square foot for
each full lease year of the remaining portion of the Initial Term
of this Lease.
Said right of first offer shall be exercised by Tenant's written
notice of its
intent to enter negotiations, which notice shall be sent to
Landlord not more
than ten (10) days following receipt of Landlord's written notice
to Tenant of
the availability of such space. In furtherance of the intention of
this
provision, Landlord shall have a duty to give notice of the
availability of such
space whenever the same shall become available during the term of
the Lease.
2. TERM. The Lease Term shall commence on the Commencement Date (as
set forth in
the Basic Lease Information) and, unless terminated on an earlier
date in
accordance with the terms of this Lease, shall extend for the
period (i.e.,
Lease Term) specified in the Basic Lease Information, together with
the Option
Period as hereinafter defined if the Tenant has properly exercised
its option to
extent the Lease Term. For purposes of determining the Commencement
Date, the
term "Substantial Completion" shall mean the date on which:
(i)Landlord's work
is "complete" as defined in the Workletter attached hereto as
Exhibit B-1, (ii)
Landlord has delivered a certificate of occupancy for the Premises
to the
Tenant, and (iii) Landlord delivers exclusive possession of the
Premises in good
and operating condition. Any delay in Substantial Completion due to
Tenant
delays shall not affect the determination of the Commencement Date,
provided,
however, Tenant shall be obligated to reimburse Landlord for lost
Base Rent for
each day of such delay. Payment of any lost Base Rent shall be made
to Landlord
within ten (10) business days of billing.
Provided Tenant has delivered to Landlord evidence of the
insurance
required under subsection 13(b) below and all necessary permits,
Tenant shall
have the right to enter upon the Premises during the 14 day period
prior to the
Commencement Date for the purpose of furniture setup, phone system
installation,
data cabling, and the like. Any such entry shall be made in a
manner which will
not interfere with the performance of Landlord's Work, and upon any
reasonable
condition imposed by Landlord.
Promptly following the Commencement Date, Landlord and Tenant shall
execute
a Commencement Date Certificate confirming the actual Commencement
Date.
Provided Tenant has delivered the Space Plan (as described in
Exhibit B-1)
by December 8, 2006, if the Commencement Date has not occurred by
June 9, 2007
(the "Rent Credit Date"), then Tenant shall be entitled to a credit
against Rent
equal to the amount of Base Rent payable for one (1) day for each
two (2) days
between the Rent Credit Date and the Commencement Date. The Rent
Credit Date
shall be extended on a day-for-day basis for each day of Tenant
Delay. If the
Commencement Date has not occurred by April 23, 2007, then
beginning on April
24, 2007, Landlord agrees to provide Tenant with temporary space
located on the
fourth floor of the Building to use and occupy pending occurrence
of the
Commencement Date. Such temporary premises shall consist of at
least 6,000
square feet of space and shall be reasonably sufficient in all
respects for
Tenant to use and occupy for its business purposes. Tenant's use
and occupancy
of the temporary space shall be on the terms and conditions of this
Lease,
except Tenant shall not have any obligation to pay any Rent or any
other use or
occupancy fee, or to reimburse Landlord for any costs or expenses
relating to
the temporary space; however, Tenant shall be solely responsible
for all costs
of electric and data/telephone/communication services supplied to
the
<PAGE>
temporary space. Tenant's right to occupy the temporary space shall
terminate on
the 10th business day following the Commencement Date, and any
occupancy
thereafter shall be at the rate of $20.00 per square foot for each
day of
occupancy in addition to and not in substitution for the applicable
charges for
the Premises.
3. RENT. As used in this Lease, the term "Rent" shall include:(i)
the Base Rent;
(ii) Tenant's Percentage Share of the total dollar increase, if
any, in the
Operating Costs paid or incurred by Landlord during the calendar
year over the
Operating Costs paid or incurred by Landlord in the Base Year
("Base Year
Operating Costs"), and; (iii) all other amounts which Tenant is
obligated to pay
under the terms of this Lease. All amounts of money payable by
Tenant to
Landlord shall be paid without prior notice or demand, deduction or
offset. Any
amount which is not paid when due shall bear interest from the date
due until
the date paid at the rate ("Interest Rate") which is the lesser of
twelve
percent (12%) per annum or the maximum rate permitted by law. In
addition, if
any required payment of Rent or Additional Rent is not made within
ten (10) days
of when due, Tenant shall pay a late charge of five (5%) percent of
such overdue
sum.
4. BASE RENT. From and after the Commencement Date, Tenant shall
pay Base Rent
to Contract Manager (or such other entity designated by Landlord),
in advance,
on the first day of each calendar month of the Term, at Contract
Manager's
address for notices (as set forth in the Basic Lease Information)
or at such
other address as Landlord may designate. The Base Rent shall be the
amount set
forth in the Basic Lease Information.
5. ADDITIONAL RENT - ANNUAL RENT ADJUSTMENTS/OPERATING COSTS.
(a)
Increase in Operating Costs. Rent shall include Tenant's
Percentage
Share of the total dollar increases (separately determined), if
any, in the
Operating Expenses, Real Property Taxes and Insurance
(collectively, the
Operating Costs) paid or incurred by Landlord during each calendar
year of
the
Term over the Base Year Operating Costs. If less than one
hundred
percent (100%) of the
rentable area of the Building is occupied during the
Base
Year, Operating Expenses shall be adjusted to equal Landlord's
reasonable estimate of Operating Expenses if ninety-five percent
(95%) of
the
total rentable area of the Building were occupied during the Base
Year.
(b)
Operating Expenses. The term "Operating Expenses" shall mean (i)
all of
Landlord's direct costs and expenses of operation, repair and
maintenance
of
the Building and the Common Areas and supporting facilities,
including,
without limitation, management fees and costs, landscaping,
maintenance,
security, and such costs as may be payable by Landlord under that
certain
Declaration of Easement dated April 11, 1985 and recorded in Volume
728 of
the
Hamden Land Records at Page 232 (the "Declaration"), as such
Declaration may be subsequently modified, all as reasonably
determined by
Landlord in accordance with generally accepted accounting
principles or
other recognized accounting principles, consistently applied; (ii)
costs,
or a
portion thereof, properly allocable to the Building or Common Areas
of
any
capital improvements made to the Building or Common Areas by
Landlord
which comprise labor-saving devices or other equipment intended to
improve
the
operating efficiency of any system within the Building or Common
Areas
(such as an energy management computer system) to the extent of
cost
savings in Operating Expenses as a result of the device or
equipment, as
reasonably determined by Landlord; (iii) costs properly allocable
to the
Building or Common Areas of any capital improvements made to the
Building
or
Common Areas by Landlord that are required under any governmental
law or
regulation that was not applicable to the Building and Common Areas
at the
time
they were constructed, or that are reasonably required for the
health
and
safety of tenants in the Building, the costs, or allocable
portion
thereof, to be amortized over the applicable useful life of the
capital
item
as Landlord shall reasonably determine in accordance with U.S.
GAAP
consistently applied, together with interest upon the unamortized
balance
at
the Interest Rate equal to the prime rate plus 1% ; and (iv)
excluding
those "Excluded Costs" more particularly described on Exhibit F
attached
hereto. If less than ninety-five percent (95%) of the rentable area
of the
Building is occupied, Operating Expenses shall be adjusted to
equal
Landlord's reasonable estimate of Operating Expenses if ninety-five
percent
(95%) of the total rentable area of the Building were occupied.
(c)
Real Property Taxes. For purposes of this Section 5, the term
"Real
Property Taxes" shall include any ordinary or extraordinary form
of
assessment or special assessment, license
<PAGE>
fee,
rent tax, levy, penalty (if a result of Tenant's delinquency), or
tax,
other than net income, premium, estate, succession, inheritance,
transfer
or
franchise taxes, imposed by any authority having the direct or
indirect
power to tax, or by any city, county, state or federal government
for any
maintenance or improvement or other district or division thereof.
The term
shall include all real estate taxes and all other taxes relating to
the
Premises, Building and/or Property, all other taxes which may be
levied in
lieu
of real estate taxes, all assessments, levies, fees, and other
governmental charges for amounts necessary to be expended because
of
governmental orders, whether general or special, ordinary or
extraordinary,
unforeseen as well as foreseen, of any kind and nature for
public
improvement, services, benefits or any other purposes which are
assessed,
levied, confirmed, imposed or become a lien upon the Premises,
Building or
Property or become payable during the Term.
(d)
Insurance. For purposes of this Section 5, the term "Insurance"
shall
mean
all of Landlord's direct costs and expenses of insuring Building
and
the
Common Areas and supporting facilities. If Landlord elects to
self-insure or includes the Property under blanket insurance
policies
covering multiple properties, then the term "Insurance" shall
include the
portion of the cost of such self-insurance or blanket insurance
allocated
by
Landlord to this Property; provided, however, the right to
self-insure
shall only apply if Landlord is a property and casualty company
authorized
to
issue policies in the State of Connecticut, or otherwise complies
with
requirements of law regarding reserves and financial reporting.
(e)
Estimates of Increases in Operating Costs. During December of
each
calendar year during the Term, commencing December 2007, or as
soon
thereafter as practicable, Landlord shall give Tenant written
notice of
Landlord's estimates of any amount of Operating Costs in excess of
the Base
Operating Costs and, subject to the limitations set forth in
Section 5(a)
above, the amount of the increases which will be payable by Tenant
for the
ensuing calendar year. Upon request, Landlord will provide Tenant
with
reasonable documentation to substantiate Landlord's estimate. On or
before
the
first day of each month during the ensuing calendar year, Tenant
shall
pay
to Landlord one-twelfth (1/12) of the estimated amounts;
provided,
however, that if notice is not given in December, Tenant shall
continue to
pay on the basis of
the then applicable Rent until the month after the
notice is given. If at any time it appears to Landlord that the
increased
amount payable for the current calendar year will vary from
Landlord's
estimates by more than five percent (5%), Landlord may give notice
to
Tenant of Landlord's revised estimates for the year, and
subsequent
payments by Tenant for the year shall be based on the revised
estimate;
provided, however, that Landlord shall not give notice of a
revised
estimate for any year more frequently than once a calendar
quarter.
(f)
Annual Adjustments. Within one hundred twenty (120) days after
the
close of each calendar year of the Term, commencing with calendar
year
2007, or as soon after the one hundred twenty (120) day period
as
practicable, Landlord shall deliver to Tenant a statement of
the
adjustments to the Operating Costs for the prior calendar year. If,
on the
basis of the statement, Tenant owes an amount that is less than
the
estimated payments for the calendar year previously made by
Tenant,
Landlord shall apply the excess to the next payment of increased
Rent due.
If,
on the basis of the statement, Tenant owes an amount that is more
than
the
estimated payments for the calendar year previously made by the
Tenant,
Tenant shall pay the deficiency to Landlord within thirty (30) days
after
delivery of the statement. The statements of Operating Costs shall
be
presumed correct and shall be deemed final and binding upon Tenant
unless
(i)
Tenant in good faith objects in writing thereto within thirty (30)
days
after delivery of the statement to Tenant (which writing shall
state, in
reasonable detail, all of the reasons for the objection); and (ii)
Tenant
pays
in full, within thirty (30) days after delivery of the statement
to
Tenant, any amount owed by Tenant with respect to the statement
which is
not
in dispute. If Tenant objects to Landlord's allocation to this
Property
of
the cost of self-insurance or blanket insurance, such allocation
shall
nonetheless be presumed correct and shall be deemed final and
binding upon
Tenant unless Tenant's timely written objection includes credible
evidence
that
Landlord could have obtained substantially comparable insurance
coverage for this Property alone at lower cost. If Tenant objects
to
Landlord's statement as set forth above, then within thirty (30)
days after
such
notice of objection, Tenant shall be permitted, after
reasonable
notice to Landlord and during normal business hours, to cause
an
independent certified public accountant ("CPA"), who shall be a
member of a
nationally recognized accounting firm) designated by Tenant to
inspect
Landlord's operating expense records at Landlord's offices,
provided that
Tenant is not then in default under the Lease. If after such
inspection,
Tenant still disputes Landlord's statement, a certification as to
the
proper amount payable by Tenant shall be made, at
<PAGE>
Tenant's expense, by an independent CPA designated by Landlord,
which
certification shall be final and conclusive. However, if such
inspection
reveals that Landlord overcharged Tenant for any category of
expense by ten
percent (10%) or more of the total costs in such respective
category of
expense, then Landlord shall reimburse Tenant, promptly upon
demand, for
all
fees, costs and expense incurred by Tenant in connection with
such
inspection. Rent shall be appropriately adjusted on the basis of
such
inspection or audit.
(g)
Taxes on Tenant Improvements and Personal Property. Notwithstanding
any
other provision hereof, Tenant shall pay the full amount of any
increase in
Real
Property Taxes during the Term resulting from any and all
alterations
and
tenant improvements of any kind whatsoever placed in, on or about
the
Premises for the benefit of and at the request of, or by, Tenant.
Tenant
shall pay, prior to delinquency, all taxes assessed or levied
against
Tenant's personal property in, on or about the Premises. When
possible,
Tenant shall cause its personal property to be assessed and
billed
separately from the real or personal property of Landlord.
6. PRORATION OF RENT. If the Commencement Date is not the first day
of the
month, or if the end of the Term is not the last day of the month,
Rent shall be
prorated on a monthly basis (based upon a thirty (30) day month)
for the
fractional month during the month which this Lease commences or
terminates. The
termination of this Lease shall not affect the obligations of
Landlord and
Tenant pursuant to Section 5 which are to be performed after the
termination.
7. TENANT IMPROVEMENTS.
(a)
Tenant's Work. Except for the work to be performed by Landlord
expressly described in Subsection 7(b) below ("Landlord's Work"),
Tenant
hereby accepts the Premises in their current "as-is" condition.
Other than
Landlord's Work, Landlord shall have no obligation to construct
any
improvements within the Premises or the Building as part of the
initial
improvement of the Premises for Tenant's occupancy.
(b)
Landlord's Work. Landlord shall, at its own cost and expense,
perform
the
work set forth on Exhibit B attached hereto. All Landlord's Work
shall
be
completed in compliance with applicable building codes.
8. USE OF PREMISES.
(a)
Use/Compliance with Laws. Tenant shall use the Premises solely for
the
use
set forth in the Basic Lease Information, and Tenant shall not use
the
Premises for any other purpose without obtaining the prior written
consent
of
Landlord, which consent shall be given or withheld in the sole
and
absolute discretion of Landlord without any requirement of
reasonableness
in
the exercise of that discretion. Subject to Landlord's
reasonable
security procedures, Tenant shall have access to the Premises 24
hours per
day,
seven days per week. Landlord represents that the use set forth in
the
Basic Lease Information is a permitted use under applicable
legal
requirements. Tenant shall, at its own cost and expense, comply
with all
laws, rules, regulations, orders, permits, licenses and ordinances
issued
by
any governmental authority ("Laws") which relate to the use or
occupancy
of
the Premises during the term of this Lease, including, without
limitation, the Building Rules and Regulations attached hereto as
Exhibit
C.
Tenant acknowledges that it shall be required to comply with ADA
in
completing any Tenant Improvements, and during the Term, shall bear
and pay
the
costs of all changes and corrective measures required by ADA (i) in
and
to
the Premises and (ii) provided that such changes and corrective
measures
are
required due to the specific use or manner of use of the Premises
by
Tenant, to the Common Areas. Landlord shall undertake all changes
and
corrective measures to the Common Areas otherwise required by ADA,
and the
costs thereof shall constitute Operating Expenses. Tenant shall not
use the
Premises in any manner that will constitute waste, nuisance, or
unreasonable annoyance (including, without limitation, use of
loudspeakers
or
sound or light apparatus that can be heard or seen outside the
Premises)
to
other tenants in the Building.
(b)
Hazardous Materials. Tenant shall not do or permit anything to be
done
in
or upon the Premises or the Building or the Property, or bring in
or
keep
anything in the Premises or the Building which shall constitute
the
release, generation, manufacture, storage, treatment,
transportation or
disposal of oil, hazardous chemical, substances, materials, or
wastes
("Hazardous Materials") under applicable federal, state or
local
environmental laws or regulations
<PAGE>
("Environmental Laws"). The foregoing restriction shall not apply
as to
ordinary office supplies in customary quantities. Tenant shall
notify
Landlord of any incident which would require the filing by Tenant
of a
notice under Environmental Laws. Landlord hereby represents that
Landlord
has
not received any written notice that the Building or the Property
is in
violation of
Environmental Laws, and acknowledges that Tenant shall have no
obligation to comply with Environmental Laws relating to
Hazardous
Materials located in the Premises prior to the date of this
Lease.
9. ALTERATIONS.
(a)
Permitted Alterations. Tenant shall give Landlord not less than
ten
(10)
days' written notice of any alteration Tenant desires to make to
the
Premises, which notice shall include a description and preliminary
sketch
of
the proposed alterations. Tenant shall not make any alteration in,
the
Premises without the prior written consent of Landlord unless
the
alteration does not affect the Building Structure, the exterior
appearance
of
the Building, the roof or the Building Systems and the cost of
the
alteration is not in excess of Ten Thousand Dollars
($10,000.00).Tenant
shall comply with all rules, laws, ordinances and requirements
applicable
at
the time Tenant makes any alteration and shall deliver to Landlord
all
certificates of insurance from all contractors, copy of the
building permit
(if
required), and a complete set of "as built" plans and
specifications
for
each alteration. Tenant shall be solely responsible for maintenance
and
repair of all alterations made by Tenant. As used in this Section,
the term
"alteration" shall include any alteration, addition or
improvement.
(b)
Liens. If, because of any act or omission of Tenant or anyone
claiming
by,
through, or under Tenant, any mechanics' lien or other lien is
filed
against the Premises, the Building, the Property or against other
property
of
Landlord (whether or not the lien is valid or enforceable),
Tenant
shall, at its own expense, cause it to be discharged of record
within a
reasonable time, not to exceed thirty (30) days, after the date of
the
filing. In addition, Tenant shall defend and indemnify Landlord and
hold it
harmless from any and all claims, losses, damages, judgments,
settlements,
costs and expenses, including attorneys' fees, resulting from the
lien.
(c)
Ownership of Alterations. Any alteration made by Tenant shall
immediately become Landlord's property at the end of the Lease Term
or upon
a
Tenant Default. The foregoing notwithstanding, Tenant shall be
responsible for and shall remove its trade fixtures promptly upon
the
termination of this Lease. Any damage resulting from such removal
shall be
promptly restored by Tenant.
10. REPAIRS.
(a)
Landlord Repairs. Except as otherwise provided in this Lease,
Landlord
shall, at all times during the Term, keep in good condition and
repair the
roof, Common Areas, exterior walls (including exterior glass and
mullions),
and
structure of the Building (including the mechanical, electrical,
and
plumbing systems servicing the Premises in common with other areas
in the
Building) all insofar as they affect the Premises.
(b)
Tenant Repairs. Tenant, shall at all times during the Term and
at
Tenant's sole cost and expense, keep the Premises and every part
thereof in
good
condition and repair, ordinary wear and tear, damage thereto by
fire,
earthquake, acts of God or the elements excepted. Tenant hereby
waives all
right to make repairs at the expense of Landlord or in lieu thereof
to
vacate the Premises as may be provided in or any law, statute or
ordinance
now
or hereafter in effect.
11. DAMAGE OR DESTRUCTION.
(a)
Landlord's Obligation to Rebuild. If the Premises are damaged
or
destroyed, Landlord shall promptly and diligently repair the
Premises
unless Landlord has the option to terminate this Lease as provided
herein,
and
Landlord elects to terminate.
(b)
Right to Terminate. Landlord and Tenant each shall have the option
to
terminate this Lease if the Premises or the Building is destroyed
or
damaged by fire or other casualty, regardless of whether the
casualty is
insured against under this Lease, if Landlord reasonably determines
that
the
repair of the Premises or the Building cannot be completed within
one
hundred eighty (180) days after the casualty. Landlord shall notify
Tenant
of
such determination within forty-five (45) days following such
destruction or damage. If a party desires to exercise the
<PAGE>
right to terminate this Lease as a result of a casualty, the party
shall
exercise the right by giving the other party written notice of its
election
to
terminate within thirty (30) days after the damage or destruction,
in
which event this Lease shall terminate fifteen (15) days after the
date of
the
notice. If neither Landlord nor Tenant exercises the right to
terminate
this
Lease, Landlord shall promptly commence the process of
obtaining
necessary permits and approvals, and shall commence repair of the
Premises
or
the Building as soon as practicable and thereafter prosecute the
repair
diligently to completion, in which event this Lease shall continue
in full
force and effect. If Landlord fails to complete the repair and
restoration
of
the Premises or the Building within 180 days after the date of such
fire
or
other casualty, then Tenant may terminate this Lease by
providing
written notice to Landlord.
(c)
Limited Obligation to Repair. Landlord's obligation, should
Landlord
elect or be obligated to repair or rebuild, shall be limited to
the
Building shell, the Landlord's work and any improvements within
the
Premises which existed as of the date of this Lease. Tenant, at its
option
and
expense, shall replace or fully repair all trade fixtures,
equipment
and
other improvements installed by Tenant and existing at the time of
the
damage or destruction.
(d)
Abatement of Rent. In the event of any damage or destruction to
the
Premises which does not result in termination of this Lease, the
Rent shall
be
temporarily abated proportionately to the degree the Premises
are
untenantable as a result of the damage or destruction, commencing
from the
date
of the damage or destruction and continuing during the period
required
by
Landlord to substantially complete its repair and restoration of
the
Premises; provided, however, that nothing herein shall preclude
Landlord
from
being entitled to collect the full amount of any rent loss
insurance
proceeds. Tenant shall not be entitled to any compensation or
damages from
Landlord for loss of the use of the Premises, damage to Tenant's
personal
property or any inconvenience occasioned by any damage, repair
or
restoration.
(e)
Damage Near End of Term and Extensive Damage. In addition to the
rights
to
termination under Subsection 11(b), either Landlord or Tenant shall
have
the
right to cancel and terminate this Lease as of the date of the
occurrence of destruction or damage if the Premises or the Building
is
substantially destroyed or damaged (i.e., there is damage or
destruction
which Landlord reasonably determines would require more than six
(6) months
to
repair, which determination shall be made, and notice given to
Tenant
within 30 days after the date of occurrence of destruction or
damage) and
made
untenantable during the last twelve (12) months of the Term.
Landlord
or
Tenant shall give notice of its election to terminate this Lease
under
this
Subsection 11(e) within thirty (30) days after Landlord
determines
that
the damage or destruction would require more than six (6) months
to
repair. If Landlord elects to terminate this Lease in accordance
with this
section 11 (e), then Tenant may negate such election by exercising
any
option it has to extend the Term. If neither Landlord nor Tenant
elects to
terminate this Lease,
the repair of the damage shall be governed by
Subsection 11(c).
(f)
Insurance Proceeds. If this Lease is terminated, Landlord may keep
all
the
insurance proceeds resulting from the damage from policies
maintained
by Landlord.
12. EMINENT DOMAIN. If all or any part of the Premises is taken for
public or
quasi-public use by a governmental authority under the power of
eminent domain
or is conveyed to a governmental authority in lieu of such taking,
and if the
taking or conveyance causes the remaining part of the Premises to
be
untenantable and inadequate for use by Tenant for the purpose for
which they
were leased, then Tenant, at its option and by giving notice within
fifteen (15)
days after the taking, may terminate this Lease as of the date
Tenant is
required to surrender possession of the Premises. If a part of the
Premises is
taken or conveyed but the remaining part is tenantable and adequate
for Tenant's
use, then this Lease shall be terminated as to the part taken or
conveyed as of
the date Tenant surrenders possession; Landlord shall make such
repairs,
alterations and improvements as may be necessary to render the part
not taken or
conveyed tenantable; and the Rent shall be reduced in proportion to
the part of
the Premises taken or conveyed. All compensation awarded for the
taking or
conveyance shall be the property of Landlord without any deduction
therefrom for
any estate of Tenant, and Tenant hereby assigns to Landlord all its
right, title
and interest in and to the award. Tenant shall have the right,
however, to
recover from the governmental authority, but not from Landlord,
such
compensation as may be awarded to Tenant on account of the
interruption of
Tenant's business, moving and relocation expenses and removal of
Tenant's trade
fixtures and personal property.
13. INDEMNITY AND INSURANCE.
<PAGE>
(a)
Indemnity. Tenant shall be responsible for, shall insure against,
and
shall indemnify Landlord and Landlord's agents, employees and
contractors
and
hold them harmless from, any and all liability for any loss, damage
or
injury to person or property occurring in, on or about the
Premises, except
to
the extent that such liability is the result of the gross
negligence or
willful misconduct of Landlord, its agents, employees or
contractors and
Tenant hereby releases Landlord and Landlord's agents, employees
and
contractors from any and all liability for the same. Tenant's
obligation to
indemnify Landlord and Landlord's agents, employees and
contractors
hereunder shall include the duty to defend against any claims
asserted by
reason of any loss, damage or injury, and to pay any judgments,
settlements, costs, fees and expenses, including attorneys' fees,
incurred
in
connection therewith.
(b)
Insurance. At all times during the term of this Lease, Tenant
shall
carry, at its own expense, for the protection of Tenant, Landlord
and
Landlord's agents, employees and contractors, as their interests
may
appear, one or more policies of comprehensive general public
liability and
property damage insurance, issued by one or more insurance
companies
acceptable to Landlord, with minimum coverage of One Million
Dollars
($1,000,000) for injury to one person in any one accident, Three
Million
Dollars ($3,000,000) for injuries to more than one person in any
one
accident and Two Million Dollars ($2,000,000) in property damage
per
accident and insuring against any and all liability for which
Tenant is
responsible under this Lease. The insurance policy or policies
shall name
Landlord and Landlord's agents, employees and contractors as
additional
insureds, and shall provide that the policy or policies may not be
canceled
on
less than thirty (30) days' prior written notice to Landlord.
Tenant
shall furnish Landlord with certificates evidencing the insurance.
If
Tenant fails to carry the insurance and furnish Landlord with
copies of all
the
policies after a request to do so, Landlord shall have the right
to
obtain the insurance and collect the cost thereof from Tenant as
additional
Rent. Landlord shall obtain and throughout the Term shall maintain,
with
companies qualified to do business in Connecticut, and adjusting
insurance
coverages to reflect current values from time to time: fire,
extended
coverage and so-called "all-risk" insurance, with coverage
against
vandalism and malicious conduct, covering the Building and all
improvements
made
thereto, in an amount equal to one hundred percent (100%) of the
full
replacement cost thereof above foundation walls.
14. ASSIGNMENT AND SUBLETTING.
(a)
Landlord's Consent. Subject to Landlord's rights set forth in
Subsection (b) below,
Tenant shall not assign, sublet or otherwise transfer
all
or any portion of Tenant's interest in this Lease
(collectively,
"sublet") without Landlord's prior written consent which consent
Landlord
shall not unreasonably withhold. Any request made by Tenant for
Landlord's
consent to a proposed sublet shall be made in writing and sent to
Landlord
in
accordance with the notice requirements of Section 35 of this
Lease.
Landlord's consent shall not be deemed granted unless Landlord,
within 15
days
of the date any such notice is deemed received by Landlord,
shall
advise Tenant in writing that Landlord's consent is granted.
Consent by
Landlord to one sublet shall not be deemed to be a consent to
any
subsequent sublet. The foregoing notwithstanding, no consent of
Landlord
shall be required in the case of a sublet to wholly owned
affiliates or
subsidiaries of Tenant or in connection with any merger,
consolidation or
sale
of substantially all of the assets of Tenant. Subject to
Landlord's
rights set forth in Subsection (b) below, Tenant may assign, sublet
or
otherwise transfer all or any portion of Tenant's interest in this
Lease
(collectively, "sublet") to its said affiliate or subsidiary
without
Landlord's prior written consent, provided, however, that no
such
assignment or sublease shall relieve Tenant of its obligations
under this
Lease. For purposes of this Subsection 14(a), the term "affiliate"
means a
person or entity controlling, controlled by or under common control
with
the
Tenant.
(b)
Effect of Sublet. Each sublet to which Landlords consent is
required
per
Subsection 14(a) above shall be by an instrument in writing, in a
form
satisfactory to Landlord as evidenced by Landlord's written
approval. Each
sublessee shall agree in writing, for the benefit of Landlord, to
assume
(with respect to an assignment), to be bound by and to perform the
terms,
conditions and covenants of this Lease to be performed by Tenant.
Tenant
shall not be released from personal liability for the performance
of each
term, condition and covenant of this Lease, and Landlord shall have
the
right to proceed against Tenant without proceeding against the
subtenant.
<PAGE>
(c)
Executed Counterparts. No sublet shall be valid nor shall any
subtenant
take
possession of the Premises until an executed counterpart of the
sublease has been delivered to Landlord and approved in
writing.
15. DEFAULT.
(a)
Tenant's Default. At the option of Landlord, a material breach of
this
Lease by Tenant shall exist if any of the following events
(severally,
"Event of Default"; collectively, "Events of Default") shall occur:
(i) if
Tenant shall have failed to pay Rent, including Tenant's Percentage
Share
of
increased Operating Costs, or any other sum required to be paid
hereunder when due, together with interest at the Interest Rate,
from the
date
the amount became due through the date of payment, inclusive,
where
such
failure to pay continues for ten (10) days after written notice
to
Tenant of such default, provided that Landlord shall not be
required to
provide such notice and right to cure more than once in any
twelve-month
period during the Term; (ii) if Tenant shall have failed to perform
any
term, covenant or condition of this Lease except those requiring
the
payment of money, and Tenant shall have failed to cure the breach
within
thirty (30) days after written notice from Landlord if the breach
could
reasonably be cured within the thirty (30) day period; provided,
however,
if
the failure could not reasonably be cured within the thirty (30)
day
period, then Tenant shall not be in default unless it has failed
to
promptly commence and thereafter continue to make diligent and
reasonable
efforts to cure the failure as soon as practicable as reasonably
determined
by
Landlord; (iii) if Tenant shall have assigned its assets for the
benefit
of
its creditors; (iv) if the sequestration of, attachment of, or
execution
on,
any material part of the property of Tenant or on any property
essential to the conduct of Tenant's business shall have occurred,
and
Tenant shall have failed to obtain a return or release of the
property
within thirty (30) days thereafter, or prior to sale pursuant to
any
sequestration, attachment or levy, whichever is earlier; (v) if
Tenant
shall have abandoned the Premises; (vi) if a court shall have made
or
entered any decree or order adjudging Tenant to be insolvent, o
